Ingersoll Rand Inc.
For the period ended Jun 11, 2026. Filed Apr 24, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 24, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
INGERSOLL RAND INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
April 24, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Ingersoll Rand Inc. (the “Annual Meeting”) to be held on Thursday, June 11, 2026 at 10:30 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visitingwww.virtualshareholdermeeting.com/IR2026. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials, or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice or as otherwise provided by your broker, as applicable. You will not be able to attend the Annual Meeting in person.
Please submit your proxy to have your shares voted promptly, whether or not you plan to attend the Annual Meeting. You may submit your proxy over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 24, 2026, to our stockholders of record at the close of business on April 16, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.
Thank you for your continued support of Ingersoll Rand Inc.
Sincerely,
Vicente Reynal
Chief Executive Officer, President and Chairman of the Board of Directors
Notice of 2026 Annual
Meeting of Stockholders
| Date and TimeThursday, June 11, 202610:30 a.m. Eastern Time | Virtual Meeting InformationYou can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/ IR2026. You will need to have your 16-Digit Control Number included on your Notice, or your proxy card (or voting instruction form) (if you received a printed copy of the proxy materials) or your e-delivery notice or as otherwise provided by your broker, as applicable to join the Annual Meeting. | Record dateApril 16, 2026. Only stockholders of record at the close of business on April 16, 2026, are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. |
Items of business
| 2026 Proposals · Board VoteRecommendation · Page Reference (for more detail) | |||
|---|---|---|---|
| 1 | Election of the ten directors named in this Proxy Statement and nominated by our board of directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. | FOR | Page 12 |
| 2 | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | FOR | Page 32 |
| 3 | Non-binding vote to approve executive compensation. | FOR | Page 35 |
| 4 | Approval of Ingersoll Rand Inc. 2026 Omnibus Incentive Plan | FOR | Page 71 |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||
You have three options for submitting your proxy before the Annual Meeting to have your shares voted at the Annual Meeting:
| • | Internet, through computer or mobile device such as a tablet or smartphone; |
|---|
| • | Telephone; or |
|---|
| • | Mail. |
|---|
Please submit your proxy as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.
Ingersoll Rand 1 2026 Proxy Statement
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 11, 2026: The Proxy Statement and 2025 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.proxyvote.com (a site that does not have “cookies” that identify visitors to the site).
By Order of the Board of Directors,
Andrew Schiesl
April 24, 2026
Davidson, North Carolina
Ingersoll Rand 2 2026 Proxy Statement
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.